UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
Except as expressly set forth herein, this amendment does not amend the Original Report in any way and does not modify or update any other disclosures contained in the Original Report. This amendment supplements the Original Report and should be read in conjunction with the Original Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2021, the Company announced the Board’s decision to appoint Kimberly K. Ryan to succeed Joe A. Raver as the Company’s President and CEO, and as a member of the Board. The Board has determined that such appointment shall be effective December 30, 2021, when Mr. Raver retires from those positions.
On December 2, 2021, the Board approved a new employment agreement and new change in control agreement with Ms. Ryan. Effective December 30, 2021, the new agreements will replace Ms. Ryan’s existing employment agreement and change in control agreement.
Ms. Ryan’s new employment agreement provides a compensation package that includes an annual base salary of $825,000 and an annual bonus target at 110% of base salary. Payout of the bonus is contingent upon achievement of certain performance goals pursuant to the Company’s short-term incentive compensation (“STIC”) plan. Ms. Ryan will also be eligible to participate in the Company’s annual equity-based awards under its long-term incentive compensation plan.
The employment agreement contains other terms and conditions commonly found in executive employment agreements, including termination, severance and non-competition provisions. Ms. Ryan will also be eligible to participate in the benefit plans provided to the Company’s executive officers generally, as well as other benefits commonly found in executive employment agreements and substantially similar to Mr. Raver’s. Ms. Ryan will not receive any additional compensation with respect to her service as a member of the Board.
Ms. Ryan’s new change in control agreement is substantially identical to Mr. Raver’s existing agreement and provides for certain rights and benefits in the event of Ms. Ryan’s termination in connection with a change in control of the Company (a “double-trigger”), including: severance equal to three times her base salary and three times her target STIC; continued health and medical insurance for three years; a lump sum payment equal to her respective pro rata current year STIC award, assuming the greater of target or actual STIC achievement in that year; and immediate vesting of her then-outstanding stock options and equity awards, assuming (where applicable) (1) the greater of target or actual achievement of the relevant performance goals for such awards made pursuant to the Company’s Amended and Restated Stock Incentive Plan, and (2) target achievement of the relevant performance goals for such awards made prior thereto. These rights and benefits are subject to certain customary non-competition obligations and are contingent upon the execution of a release. In addition, the rights and benefits provided in the change in control agreement are not subject to tax gross-ups.
Each of the foregoing descriptions of Ms. Ryan’s employment agreement and change in control agreement, respectively, does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the current quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 7, 2021 | HILLENBRAND, INC. | |
| By: | /s/ Nicholas R. Farrell | |
| Name: | Nicholas R. Farrell | |
| Title: | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer | |